Exhibit
4.19


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


The
following is a summary of all material characteristics of the capital stock of The Arena Group Holdings, Inc., a Delaware corporation
(“The Arena Group,” the “Company,” “we,” “us,” or “our”), as set forth in
our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and our Second Amended
and Restated Bylaws (the “Bylaws”), and as registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The summary does not purport to be complete and is qualified in its entirety by reference to our Certificate
of Incorporation and our Bylaws, each of which are incorporated by reference as exhibits to the Annual Report on Form 10-K of which this
Exhibit 4.19 is a part and to the provisions of the Delaware General Corporate Law (the “DGCL”). We encourage you to review
complete copies of our Certificate of Incorporation and our Bylaws, and the applicable provisions of the DGCL for additional information.


 


General


 


Our
authorized capital stock consists of 1,001,000,000 shares, divided into 1,000,000,000 shares of common stock, par value $0.01 per share
(the “Common Stock”), and 1,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”).
Under our Certificate of Incorporation, our board of directors (our “Board”) has the authority to issue such shares of Common
Stock and Preferred Stock in one or more classes or series, with such voting powers, designations, preferences and relative, participating,
optional or other special rights, if any, and such qualifications, limitations or restrictions thereof, if any, as shall be provided
for in a resolution or resolutions adopted by our Board and filed as designations.


 


Common
Stock


 


As
of March 21, 2022, 17,417,490 shares of our Common Stock were outstanding.


 


Holders
of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders, including
the election of directors, and are entitled to receive dividends when and as declared by our Board out of funds legally available therefore
for distribution to stockholders and to share ratably in the assets legally available for distribution to stockholders in the event of
the liquidation or dissolution, whether voluntary or involuntary, of The Arena Group. We have not paid any dividends and do not anticipate
paying any dividends on our Common Stock in the foreseeable future. It is our present policy to retain earnings, if any, for use in the
development of our business. Our Common Stockholders have cumulative voting rights in the election of directors and have no preemptive,
subscription, or conversion rights. Our Common Stock is not subject to redemption by us.


 


The
transfer agent and registrar for our Common Stock is American Stock Transfer and Trust Company, LLC.


 


Preferred
Stock


 


Of
the 1,000,000 shares of Preferred Stock authorized, our Board has previously designated:


 


	 	●	1,800
    shares of Preferred Stock as Series G Convertible Preferred Stock; of which approximately 168 shares remain outstanding;
	 	 	 
	 	●	23,000
    shares of Preferred Stock as Series H Convertible Preferred Stock; of which 15,066 shares remain outstanding;
	 	 	 
	 	●	600,000
    shares of Preferred Stock as Series L Junior Participating Preferred Stock, none of which is currently outstanding.


 


Of
the 1,000,000 shares of Preferred Stock, 375,200 shares of our Preferred Stock remain available for designation by our Board. Accordingly,
our Board is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting or other
rights that could adversely affect the voting power or other rights of the holders of Common Stock. The issuance of Preferred Stock could
have the effect of restricting dividends on the Common Stock, diluting the voting power of the Common Stock, impairing the liquidation
rights of the Common Stock, or delaying or preventing a change in control of us, all without further action by our stockholders.


 






    	 



     


    

 


Series
G Preferred Stock


 


The
Series G Preferred Stock is convertible into shares of our common stock, at the option of the holder, subject to certain limitations.
We may require holders to convert all (but not less than all) of the Series G Preferred Stock or buy out all outstanding shares of Series
G Preferred Stock at the liquidation value of approximately $168,500. Holders of Series G Preferred Stock are not entitled to dividends
and have no voting rights, unless required by law or with respect to certain matters relating to the Series G Preferred Stock.


 


Upon
a change in control, sale of or similar transaction, as defined in the Certificate of Designation for the Series G Preferred Stock, the
holder of the Series G Preferred Stock has the option to deem such transaction as a liquidation and may redeem the approximately 168
shares outstanding at the liquidation value of $1,000 per share, or an aggregate amount of approximately $168,500. The sale of all our
assets on June 28, 2007, triggered the redemption option.


 


Series
H Convertible Preferred Stock


 


The
Series H Convertible Preferred Stock has a stated value of $1,000, convertible into shares of our Common Stock, at the option of the
holder subject to certain limitations, at a conversion rate equal to the stated value divided by the conversion price of approximately
$7.26 per share. In addition, if at any time prior to the nine month anniversary of the closing date, we sell or grant any option or
right to purchase or issue any shares of our Common Stock, or securities convertible into shares of our Common Stock, with net proceeds
in excess of $1,000,000 in the aggregate, entitling any person to acquire shares of our Common Stock at an effective price per share
that is lower than the then conversion price (such lower price, the “Base Conversion Price”), then the conversion price will
be reduced to equal the Base Conversion Price. All the shares of Series H Preferred Stock automatically convert into shares of our Common
Stock on the fifth anniversary of the closing date at the then-conversion price. The number of shares issuable upon conversion of the
Series H Convertible Preferred Stock will be adjusted in the event of stock splits, stock dividends, combinations of shares, and similar
transactions. Each share of Series H Convertible Preferred Stock is entitled to vote on an as-if-converted to Common Stock basis, subject
to beneficial ownership blocker provisions and other certain conditions.


 


Rights
Agreement and Series L Junior Participating Preferred Stock


 


On
May 4, 2021, the Special Finance & Governance Committee of our Board declared a dividend of one preferred stock purchase right (each,
a “Right”) for (i) each outstanding share of Common Stock and (ii) each share of Common Stock issuable upon conversion of
each share of the Company’s Series H Convertible Preferred Stock. The dividend was paid to stockholders of record as of May 14,
2021. Each Right entitles the registered holder, subject to the terms of the Rights Agreement, dated as of May 4, 2021 (the “Rights
Agreement”), to purchase from the Company one one-thousandth of a share of the Company’s Series L Junior Participating Preferred
Stock at a price of $4.00, subject to certain adjustments (the “Exercise Price”).


 


In
general terms, and subject to certain exceptions, the Rights Agreement works by significantly diluting the stock ownership of any person
or group of affiliated or associated persons who, at any time after the date of the Rights Agreement, acquires, or obtains the right
to acquire, beneficial ownership of 15% or more of the outstanding shares of our Common Stock, on a fully diluted basis without the approval
of the Board.


 






    	 



     


    

 


Subject
to certain exceptions, the Rights will not be exercisable until the earlier to occur of (i) the close of business on the tenth business
day after a public announcement or filing that a person has, or group of affiliated or associated persons have, become an Acquiring Person
(as defined below) or (ii) the close of business on the tenth business day after the commencement by any person of, or the first public
announcement of the intention of any person to commence, a tender offer or exchange offer the consummation of which would result in any
person becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”). “Acquiring Person”
is a person or group of affiliated or associated persons who, at any time after the date of the Rights Agreement, have acquired, or obtained
the right to acquire, beneficial ownership of 15% or more of the Company’s outstanding shares of Common Stock, including through
such person’s ownership of the Company’s Preferred Stock. No such person or group of affiliated or associated persons having
beneficial ownership of 15% or more of such outstanding shares at the time of the first announcement of adoption of the Rights Agreement
will be deemed an Acquiring Person until such time as such person or group becomes the beneficial owner of additional shares of Common
Stock (other than by reason of a stock dividend, stock split or other corporate action effected by the Company in which all holders of
Common Stock are treated equally).


 


Each
share of Series L Junior Participating Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly
dividend payment equal to the greater of (i) $1.00 per share or (ii) 1,000 times the aggregate per share amount of all cash dividends,
and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, in each case, paid
to holders of Common Stock during such period. Each share of Series L Junior Participating Preferred Stock will entitle the holder thereof
to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other
transaction in which shares of Common Stock are converted or exchanged, each share of Series L Junior Participating Preferred Stock will
be entitled to receive 1,000 times the amount received per one share of Common Stock.


 


Because
of the nature of the Series L Junior Participating Preferred Stock’s dividend, liquidation and voting rights, the value of the
one one-thousandth interest in a share of Series L Junior Participating Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.


 


In
the event that any person or group of persons becomes an Acquiring Person, each holder of a Right, other than the Rights beneficially
owned by the Acquiring Person, affiliates and associates of the Acquiring Person and certain transferees thereof (which will thereupon
become null and void), will thereafter have the right to receive upon exercise of a Right that number of shares of Common Stock (or at
the option of the Company, other securities of the Company) having a market value of two times the Exercise Price, unless the Rights
were earlier redeemed or exchanged.


 


Our
Board may amend or supplement the Rights Agreement without the approval of any holders of Rights, including, without limitation, in order
to (a) cure any ambiguity, (b) correct inconsistent provisions, (c) alter time period provisions, including, without limitation, the
expiration date, or (d) make additional changes to the Rights Agreement that our Board deems necessary or desirable. However, from and
after the time when any person or group of persons becomes an Acquiring Person, the Rights Agreement may not be supplemented or amended
in any manner that would adversely affect the interests of the holders of Rights (other than the holders of Rights that have become null
and void in accordance with the Rights Agreement).


 


Until
a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.


 






    	 



     


    

 


Certain
Provisions of our Certificate of Incorporation, our Bylaws, and the DGCL


 


Certain
provisions in our Certificate of Incorporation and Bylaws, as well as certain provisions of the DGCL, may be deemed to have an anti-takeover
effect and may delay, deter, or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests,
including attempts that might result in a premium being paid over the market price of the shares held by stockholders. These provisions
contained in our Certificate of Incorporation and Bylaws include the items described below.


 


	 	●	Special
    Meetings of Stockholders. Our Bylaws provide that special meetings of our stockholders may be called only by a majority of our
    Board, the Chairman of our Board, our Chief Executive Officer, or President (in the absence of our Chief Executive Officer).
	 	 	 
	 	●	Stockholder
    Advance Notice Procedures. Our Bylaws provide that stockholders seeking to present proposals before a meeting of stockholders
    or to nominate candidates for election as directors at a meeting of stockholders must provide timely notice in writing and also specify
    requirements as to the form and content of a stockholder’s notice. These provisions may delay or preclude stockholders from
    bringing matters before a meeting of our stockholders or from making nominations for directors at a meeting of stockholders, which
    could delay or deter takeover attempts or changes in our management.
	 	 	 
	 	●	Exclusive
    Forum. Our Bylaws provide that unless we consent in writing to the selection of an alternative forum, the courts in the State
    of Delaware are, to the fullest extent permitted by applicable law, the sole and exclusive forum for any claims, including claims
    in the right of the Company, any action asserting a claim arising pursuant to any provision of the DGCL, our Certificate of Incorporation,
    or our Bylaws, any action to interpret, apply, enforce, or determine the validity of our Certificate of Incorporation or our Bylaws,
    or any action asserting a claim governed by the internal affairs doctrine.
	 	 	 
	 	●	No
    Action by Written Consent. Our Certificate of Incorporation provides that any action required or permitted to be taken by our
    stockholders must be effected at a duly constituted annual or special meeting of the stockholders.
	 	 	 
	 	●	Amendments
    to our Certificate of Incorporation. Any amendments to our Certificate of Incorporation requires a supermajority vote unless
    our Board recommends to our stockholders that they approve such amendment.
	 	 	 
	 	●	Undesignated
    Preferred Stock. Because our Board has the power to establish the preferences and rights of the shares of any additional series
    of Preferred Stock, it may afford holders of any Preferred Stock preferences, powers, and rights, including voting and dividend rights,
    senior to the rights of holders of our Common Stock, which could adversely affect the holders of Common Stock and could discourage
    a takeover of us even if a change of control of the Company would be beneficial to the interests of our stockholders.


 


These,
other provisions contained in our Certificate of Incorporation and Bylaws, and the Rights are expected to discourage coercive takeover
practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first
negotiate with our Board. However, these provisions could delay or discourage transactions involving an actual or potential change in
control of us, including transactions in which stockholders might otherwise receive a premium for their shares over then current prices.
Such provisions could also limit the ability of stockholders to remove current management or approve transactions that stockholders may
deem to be in their best interests.


 


In
addition, we are subject to the provisions of Section 203 of the DGCL. Section 203 of the DGCL prohibits a publicly-held Delaware corporation
from engaging in a “business combination” with an “interested stockholder” for a period of three years after
the person became an interested stockholder, unless:


 


	●	The
    board of directors of the corporation approved the business combination or other transaction in which the person became an interested
    stockholder prior to the date of the business combination or other transaction;
	 	 
	●	Upon
    consummation of the transaction that resulted in the person becoming an interested stockholder, the person owned at least 85% of
    the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the
    number of shares outstanding, shares owned by persons who are directors and also officers of the corporation and shares issued under
    which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered
    in a tender or exchange offer; or
	 	 
	●	on
    or subsequent to the date the person became an interested stockholder, the board of directors of the corporation approved the business
    combination and the stockholders of the corporation authorized the business combination at an annual or special meeting of stockholders
    by the affirmative vote of at least 66-2/3% of the outstanding voting stock of the corporation that is not owned by the interested
    stockholder.


 


A
“business combination” includes mergers, asset sales, and other transactions resulting in a financial benefit to the interested
stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with affiliates and associates,
owns, or within the prior three years did own, 15% or more of a corporation’s voting stock.


 


Section
203 of the DGCL could depress our stock price and delay, discourage, or prohibit transactions not approved in advance by our Board, such
as takeover attempts that might otherwise involve the payment to our stockholders of a premium over the market price of our Common Stock.


 






    	 



     


    

 


Limitation
of Liability and Indemnification Matters


 


Our
Certificate of Incorporation provides that to the fullest extent permitted by the DGCL, a director cannot be personally liable to us
or our stockholders for monetary damages for breach of fiduciary duty. DGCL provides that such a provision may not limit the liability
of directors:


 


	●	for
    any breach of their duty of loyalty to us or to our stockholders;
	 	 
	●	for
    acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
	 	 
	●	for
    unlawful payment of a dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or
	 	 
	●	for
    any transaction from which the director derived an improper personal benefit.


 


Any
amendment, repeal, or modification of these provisions will be prospective only and would not affect any limitation on liability of a
director for acts or omissions that occurred prior to any such amendment, repeal or modification.


 


Further,
our Bylaws provide that we will indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who
was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in our right to procure
a judgment in our favor by reason of the fact that such person is or was a director or officer of our, or is or was a director or officer
of ours serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to our best interests; except that no indemnification will be made in respect of any claim, issue, or matter as
to which such person will have been adjudged to be liable to us unless and only to the extent that the Court of Chancery or the court
in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper. Subject to the requires in our Bylaws and the DGCL, we are not obligated to indemnify any person
in connection with any action, suit, or proceeding:


 


	●	for
    which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote,
    or otherwise, except with respect to any excess beyond the amount paid;
	 	 
	●	for
    an accounting or disgorgement of profits pursuant to Section 16(b) of the Exchange Act, or similar provision of federal, state, or
    local statutory law, or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);
	 	 
	●	for
    any reimbursement by such person or any bonus or other incentive-based or equity-based compensation or of any profits realized by
    such person from the sale of our securities, as required in each case under the Exchange Act (including any such reimbursements that
    arise from an accounting restatement pursuant to Section 304 of Sarbanes, or the payment to us of profits arising from the purchase
    and sale by such person or securities in violation of Section 306 of Sarbanes, if such is held liable therefor (including pursuant
    to any settlement arrangements);
	 	 
	●	initiated
    by such person, including any proceeding (or any part of any proceeding) initiated by such person against us or our directors, officers,
    employees, agents, or other indemnitees, unless (i) our Board authorized the proceeding or the relevant part of the proceeding) prior
    to its initiation, (ii) we provide indemnification, in our sole discretion, pursuant to the powers vested in us under appliable law,
    (iii) otherwise required to be made pursuant to our Bylaws, or (iv) otherwise required by applicable law; or
	 	 
	●	if
    prohibited by applicable law; provided, however, that if any provision or provisions of our Bylaws be held to be invalid, illegal,
    or unenforceable for any reason whatsoever: (i) the validity, legality, and enforceability of the remaining provisions of our Bylaws
    (including, without limitation, each portion of any paragraph or clause containing any such provisions held to be invalid, illegal,
    or unenforceable, that is not itself held to be invalid, illegal, or unenforceable) will not in any way be affected or impaired thereby;
    and (ii) to the fullest extent possible, the provisions of our Bylaws (including, without limitation, each such portion of any paragraph
    or clause containing any such provision held to be invalid, illegal, or unenforceable) will be construed so as to give effect to
    the intent manifested by the provisions held invalid, illegal, or unenforceable.


 


Our
Bylaws also requires us to pay any expenses incurred by any director or officer in defending against any such action, suit, or proceeding
in advance of the final disposition of such matter upon receipt of a written request to the fullest extent permitted by law, subject
to the receipt of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined
that such person is not entitled to be indemnified as authorized by our Bylaws or otherwise. We believe that the limitation of liability
provision in our Bylaws facilitates our ability to continue to attract and retain qualified individuals to serve as directors and officers.